What Western GCs Get Wrong About Chinese M&A Timelines

Most of the friction in cross-border deals between Western buyers and Chinese targets (or vice versa) is not legal disagreement. It is scheduling. The buyer's GC team carries a set of timeline assumptions from EU and US practice that do not survive contact with the Chinese regulatory layer. Five mismatches recur.

1. "Filing" is not "acceptance"

Across PRC merger control, outbound investment filings, foreign-exchange registration, and state-asset reviews, the regulatory clock starts at acceptance, not submission. Submission is the start of a back-and-forth that can take several weeks for substantively interesting filings. Counsel should model two distinct dates in the SPA timeline.

2. Approvals run sequentially, not in parallel

The Western default is to run regulatory workstreams in parallel where possible. In China, several of the gating regimes are deliberately sequenced — SASAC consent before public listing on a property-rights exchange, NDRC approval before MOFCOM filing, both before SAFE registration. Building a parallel-track schedule and then discovering the sequence cannot be parallelised burns weeks.

3. The holiday calendar is structural

Spring Festival (Chinese New Year) is not a one-week local holiday in the sense of Western Christmas. It is a roughly two-week period during which substantive regulatory work largely pauses, document acceptance is constrained, and the regulator's queues empty and then re-fill. Deals targeted to close in early Q1 frequently slip into Q2 simply because the holiday window was not modelled.

The National Day holiday in early October is similar in effect though shorter.

4. Local counsel hand-overs assume too much

A common Western practice — running diligence and signing with one local counsel team, then handing over to a different team for closing — interacts badly with the Chinese regulatory calendar. The hand-over loses institutional memory at exactly the wrong moment, because the closing-phase Chinese workstreams (SAFE, public listing windows, post-closing reporting) require continuity with the pre-signing analysis.

The fix is to retain the same local counsel from term-sheet to post-closing reporting, even when this is not the Western buyer's normal staffing model.

5. Pre-filing consultation is real and useful

Several Chinese regulators (SAMR for novel antitrust matters, NDRC for sensitive outbound deals, CSRC for novel restructurings) accept and value pre-filing consultations. Western counsel often treat these as awkward "talk to the regulator before you file" interactions and avoid them. In practice, they materially shorten the formal review cycle when used well — the regulator's substantive questions emerge in consultation rather than in the formal cycle.

The Western GC team often resists this because it is not how their domestic regulators operate. The result is a longer cycle through the formal process.

Re-designing the schedule

A workable rule of thumb for a non-trivial cross-border deal involving a Chinese counterparty:

Phase	Western default	Recommended for China-side
Diligence	6–8 weeks	8–10 weeks (longer if data-export issues)
Signing to filing	1–2 weeks	2–4 weeks (includes pre-filing consultation)
Filing to acceptance	not separately modelled	2–4 weeks (substantive filings)
Acceptance to clearance	per regulation	per regulation, sequential not parallel
Post-clearance to closing	2 weeks	4–6 weeks (SAFE, signature requirements)

Add a holiday-window buffer if any phase crosses Spring Festival or National Day.

Closing

There is no shortcut to a Chinese regulatory timeline. There is, however, a substantial reward for modelling the timeline correctly from the start. Deals that miss closing windows because of timing miscalculations rarely lose on substance; they lose on the assumption that the EU / US schedule will transfer.

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This article is general commentary as of the date above. It is not legal advice and does not address the specifics of any particular transaction. For matters governed by PRC law, please engage qualified PRC counsel.